Sensei's Visage
by FromHakaryou
Summary: Karai knows there is always room for improvement.


**WARNING: **Explicit sexual activity follows.

Also - I did not remember Karai from the animated series when I saw the recent 2007 movie. This fiction is based in an AU of sorts (based off only the 2007 movie), where Karai is not the Shredder's daughter (adoptive or otherwise) but his second in command, his apprentice, his lover. Though much younger. Please keep that in mind and don't bother flaming.

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The silence threatened to overwhelm her, but she kept her mind in control. Her body was poised and ready for anything, still enough to make a statue grimace with jealousy. She was fully equipped and armed ready to engage even the most dangerous of enemies. Her lithe body was armored just enough to protect her vital organs while giving her the manuverability every ninja required. Her face hidden behind a red and silver mask, mimicing the visage of her sensei.

She was no longer alone.

The breeze which had been hitting her from behind had shifted slightly. The air no longer hissed against her knees it had risen to her thighs. There was someone else in the rafters above her. Her flaring pupils slid slowly to the farthest left reaches of her eyes. Sight was not the sense she needed to rely on but it was proving difficult to ignore the intruder's invisibility.

Karai closed her eyes slowly and took a breath.

_Do not focus on your fear. Set your questions aside. How they managed to sneak up on you is not important. You must anticipate. Listen. Feel. _

There was a soft creak in the rafters. Karai leapt backwards springing away on the balls of her feet as her attacker came crashing down. Catching herself in a low crouch Karai looked up to see her stance mimcked, looking back at her. Had she not moved he would have crushed her.

His weight shifted from his back foot to the forward. A slight crease in his sock the only tell. He darted forward.

Karai leapt backwards again this time prepared. She propelled herself forward and over her low attacker. Landing behind him she slid for a moment on the floors and twisted to face him. Her attacker spun as if on ice and ran towards her.

She blocked the first punch with her right forearm. She took the brunt of the second swing into the palm of her left hand and shoved backwards. As she followed through with her left hand she swung her right sideways and over her left. Her fist made contact with her attacker's upper right arm, just below the shoulder.

The hooded man stepped onto his left foot and reached across her back with his right arm. His fingers brushed her left shoulder from behind as Karai stepped into him. Her right knee locked behind his, their feet parallel and oposite. They spun together like practiced dancers until both parted and sprang to opposite sides of the room.

Four nearly identical handsprings brought the opposition to diagonal corners of the room. There was a second to breathe, a second to contemplate, and then blood pumping through limbs. They closed the distance between themselves in the blink of an eye.

At the last second he dropped to his knees and slid forward. He swung out his left arm to fold the backs of her knees. Karai flipped herself backwards to her hands. The backs of her calves were brushed by his forearm. She reached out as her legs sailed over her body and grabbed his extended left arm at the wrist. As her feet finally righted themselves her attacker was forced to his back.

She quickly swung her leg over and dropped to one knee, straddling her attacker. Right knee firmly planted on the ground she balled her right hand into a fist and swung downwards. She realized too late her mistake as he rolled into her left leg. She quickly lifted her leg to provide him an exit, rather than attempt and roll with him.

She had barely enough time to position herself steadily on both knees before he was at her again. She blocked his first fist with both forearms crossed over her head. He lifted his knee to catch her chin and she met him half-way. The force jarred her slightly as she wrapped both arms under his knee and flipped him. He caught himself on his hands and twisted mid-flip to land facing her.

She charged for him recklessly, but he caught her bluff and stood his ground. A smirk pressed her lips to the inside of her mask. She reached out at the last second to grab a firm hold on his belt and slid under him, between his legs. Her hold on his belt remained steady and he was forced to his stomach as she shot under him like a bullet. She released her hold and turned to leap onto his prone form.

He caught her in the gut with both feet and kicked her across the room. He stood quickly as she landed on her back with a gasp as the air was knocked from her lungs. He darted forward and brought an elbow towards her face. She rolled to his right. He tried again, she rolled left.

She curled her stomach and bent almost completely in half as she pressed the bottoms of both feet to his chest and kicked outward. She flipped herself to her knees, but managed to only skid him backwards a few steps.

She had lost.

She moved to stand but he was far too quick. She had barely pulled her left foot under her by the time he'd pressed himself to her back. He wrapped one arm around her torso just under her breasts and the other slid dangerously across her throat. She instinctually reached up and grabbed the forearm at her neck with both hands. The tension at her throat lessened as he moved to his own knees behind her.

She couldn't hear his breathing over the echo of her own amplified within her mask but she could feel each gasp as his chest fluttered flush against her back. His head slowly tipped forward and she could feel the press of his lips through his hood, through her own. She closed her eyes slowly behind her mask and took a steading breath, encouraging him silently to do the same.

Not even in top form and he had bested her. That was why he was still the unchallenged Head of the Foot Clan. Even if Karai was the only one who knew it was his face behind the black mask. The Shredder was presumed dead and not even the rebels among the foot had dared utter ill of him in his absence.

His breathing had steadied but he made no move to release her. His fingers groped for a moment at her shoulder until they found purchase. He dropped his head slightly so that his concealed lips brushed the curve of her neck.

She slid her right hand along his arm, bending it upwards until her fingers met with his sturdy shoulder. The arm at her torso seemed to stiffen a moment before choosing a course of action. His hand slid down on a wide arc across her lower torso until his fingers came to tickle the bone of her left hip. His wide and knowing palm draped itsef over the curve of her thigh. He paused as his middle and fore finger danced along the inseam of her leather pants.

Karai brought both arms up to grip at his upper back, shoulders and neck. The hand at her shoulder moved upwards until it found the gap between her chin and her mask. She held in a gasp as a gloved finger slid upwards over her lips, soon joined by an encased palm and bretherin digits. His palm fit so easily over the entirety of her face and it made her feel tiny in his hands. He pried both her mask and hood off with a careful tug, leaving her face exposed and her hair disheveled.

He dropped her mask to the floor, her hood joining the fabric gathered at her neck. His free hand joined and paralleled his right, spreading it's palm across her right thigh. He applied the smallest hint of pressure and she eagerly obeyed, her knees sliding open to leave her nearly split before him. He pressed himself against her and there was a heat in his breath as he panted through his mask.

She arched slightly back against him, curving her body into a bow with her head and hips at each tip. His hands slid upwards over her torso, slowly over the trace of her bodice through her plating to her collarbone and back down. His fingers against the ridges in her armor making soft noises--wind through the stalks of a bamboo forest.

Back at her hips his fingers gripped, each tip almost meeting it's twin across her narrow waist. His thumbs pressed, rubbed and rotated at the small of her back. She mewled quietly and pleaded against his shoulder blades. There was almost a noise in her ear, akin to a chuckle. She was always too eager.

She shifted her wieght, bringing her feet underneath her steadily. She swung her left back slowly and wrapped it around his leg on the outside, resting on the ball of her foot as it touched the floor near to his ankle. She repeated the snake-like manuever with her right leg. She relied now on her balance and his hands upon her waist to remain upright.

The curve of her seat pressed now to his lower stomach, hoisted to be even with his belt. Her legs shuddered and she leaned backwards. Her arms moved down his back with groping fingers. She was now draped like a cloth over his right shoulder, his head under one arm and against the cup of her metallic breast.

One of his hands moved up her torso and braced itself there, his thumb gently breaching the center of her bosom. His left hand moved back down her torso and found the latch of her belt. Pulling the leather through the metal with a single finger he broke the seal encircling her waist and exposed milky white skin. He slipped his hand below the line of her pants and darted a single gloved finger over her. Her body tightened under his hand pleasantly.

As he slid his own knees together he pulled his hand from her pants and slid it down her left leg, pulling it free of it's entanglement with his own. He turned her towards his right shoulder where she had draped herself. He locked his right arm under her knees as she braced herself against him to remain upright. His legs pressed together to form something of a lap, Karai balanced on one thigh.

He moved his left hand to quickly unfasten his own belt, to pull his length free before the precarious perch he offered his apprenticed proved insufficient. Karai reached between her legs and carefully pried her pants free, sliding them off until they caught at her knees. She felt her master's erection, warm compared to the air, at her lower back. He released her knees for a brief second to push her pants to her calves before lifting her legs to her chest once more.

She turned and leaned across his chest, wrapping her arms around his shoulders with her knees still folded almost completely against her chest. She braced herself atop his shoulders as he lifted her slowly and moved her atop his length. A pleasant stinging sensation wound it's way up her spine as he sheathed himself within her. The noise which worked its way out of his cloth mask attested that he'd felt the same.

Twisted at the waist she braced her left arm against his shoulder, the right craddled the back of his neck. The hand under her knees held her suspended against the hand at her lower back as he rocked from his haunches to a high knee with her in his lap. He re-entered powerfully each time his buttock rose from the curve of his heels.

He kept his head bowed, forehead against her neck. His hot breath poured out over her collarbone and fogged up over the sheen of metal at her chest. Karai began working her legs against themselves, working her pants down to her ankles. Understanding her intentions, her master released her knees and slid his hand to her hip.

Karai pulled her bottom lip into her mouth as she twisted with her master inside her. He groaned deeply as she swung her legs to trap his waist between her knees. She urged his face to her bosom as she took the strain off his legs and lifted herself off his length before sliding back down.

His hands moved from her hips upwards, slowly tracing her sides. His thumbs traced the curve of her ribs through her armor as his hands continued upwards. He pulled them around towards the back and gripped at her shoulders, pulling her down hard onto him. He began to meet her thrusts with his own, leaving very little gap between them.

A cool sweat broke out along Karai's temple, attempting to cool her body from the fire between her legs. As she began to increase her speed Karai felt her master's legs beneath her shift. She moved with him and within a moment she was kneeling in his lap with his legs stretched along the floor. He slid his hands back down to her hips. He slipped his thumbs under the fabric of her shirt, just below her armor plating, and pressed his fingers into suple flesh.

Karai slowly leaned backwards, her hands clamped over her master's. She continued backwards until she rested her back atop his legs, her head near his ankles. Her master's hands on her hips tightened, pulling her towards him again and again. The strain was starting to show in both bodies, and she could now hear her master's breath coming in steady gasps.

A hand broke from her hip and slid downwards. She moved her own hand up into her hair, gripping at the roots as her master traced his gloved fingers delicately around the seal they formed. He parted the lips between his own length and her inner walls with a finger. He moved back around to the front and up to the sensitive bulb. Karai arched off his legs and bit down onto her knuckle.

Hands slid down Karai's thighs and over the ball of her knees until they locked around her ankles. While still encased in her warmth, her master unfolded her legs. He brought them up to his chest then rested her ankles on his shoulders. He turned his head and brushed the fabric over his lips across a smooth calf. Karai purred.

He slowly began to bend his own legs upwards, lifting Karai as he did so. Her snake-like arms wrapped around his torso as she bent easily in half, pressed against her own legs and into his chest. His head fell again to rest against her armored bosom. He slid his arms up her back, backs of his hands against his own knees as he once more gripped at her shoulders tightly.

The end was nigh for both of them as they continued panting and writhing against one another. Their limbs tangled now in a knot of intimacy. Noises like hiccups bubbled from deep in Karai's throat. Her head fell back to rest against her master's knees. Her fingers threatened to rip at his clothing as his did the same. Another round and the world stopped for an instant.

Panting heavily as the color faded back into the world, Karai slowly lowered her legs from around her master's shoulders. His hands fell slowly from her shoulders to her waist and then to the floor to help hold himself upright.

For the first time since the exercise began the pair met eyes. Karai's dark and vicious and her master's concealed behind the mask of a mere foot soldier. She could feel the smirk on his face. She had memorized the scars over his lips and cheeks, the curve of his eyes when he was amused. She returned the expression with a hunger on her lips.

Her master hissed slightly as she stood and stepped gracefully away from him, kneeling to pick up her pants. She stepped back into them with a slight look of disgust as she fastened them again at her waist and reached for her mask.

Standing once more she turned to address her master - but she was alone. She stood for a moment to stare at the empty space where he had just been. There was nothing but a stain on the mats which suggested anything other than regular training had taken place. She craned her neck to check the rafters but knew before she looked that he would not be there.

She clutched the mask tightly in her fist and walked into the night. Head of the Foot Clan indeed.


End file.
